Loren Unterseher
About Loren Unterseher
Independent director since October 2020; age 60. Managing Partner of Oxbow Industries, LLC and President of CMI Oxbow Partners, LLC, with over $3.0 billion in completed corporate finance transactions; prior career as an M&A banker and partner-level attorney. Education: BBA in Finance, University of Iowa; JD, University of North Dakota. Tenure at SkyWater includes prior roles as advisor (2017–2021) and director of SkyWater Technology Foundry (2017–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SkyWater Technology Foundry | Advisor | Mar 2017–Apr 2021 | Advisory role to the subsidiary |
| SkyWater Technology Foundry | Director | Mar 2017–Jul 2022 | Board oversight of foundry operations |
| Oxbow Industries, LLC | Managing Partner | 2004–Present | Led investing in middle‑market private companies; extensive transaction experience |
| CMI Oxbow Partners, LLC | President | Not stated–Present | Leadership of affiliate holding SKYT shares |
| Craig‑Hallum Capital Group LLC | Principal/Shareholder & Director of M&A | Prior to Oxbow | Led M&A; buy/sell-side execution |
| Lazard Middle Market LLC | Director of Private Equity | Prior to Craig‑Hallum | PE coverage; deal execution |
| Royal Bank of Canada (Dain Rauscher) | VP, Mergers & Acquisitions | Early investment banking career | M&A execution |
| Stinson Leonard Street LLP | Partner (Attorney) | Early career | Corporate law; partner level |
External Roles
| Organization | Type | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| Lendway, Inc. (f/k/a Insignia Systems, Inc.) | Public company | Director | 2018–Sep 2023 | Manufacturer of signage; public board experience |
| Ascent Solutions, LLC | Private | Director | 2017–Present | Private company board |
| MNFS, LLC | Private | Director | 2019–Present | Private company board |
| TFS Partners, LLC | Private | Director | Jun 2017–Present | Private company board |
Board Governance
- Independence: Not independent under Nasdaq rules; serves as chair of the Nominating & Corporate Governance Committee under Nasdaq 5605(e)(3) exception, with required cessation by or before December 12, 2025 .
- Committee assignments (2024): Chair, Nominating & Corporate Governance; not listed on Audit, Compensation, or Risk Management Committees .
- Board/committee activity: Board met 8 times in 2024; non‑employee directors held 6 executive sessions; all current directors attended at least 75% of Board and committee meetings in 2024 .
- Board leadership: CEO and Chair roles are separated; Gary J. Obermiller served as non‑executive Chair; Timothy Baxter selected to become Chair post‑2025 meeting (subject to election) .
- Risk oversight: New Risk Management Committee formed Aug 2024; oversight of strategic, operational, cybersecurity, AI, and privacy risks .
Committee Roles Table
| Committee | Role | Independence |
|---|---|---|
| Nominating & Corporate Governance | Chair | Non‑independent member under Nasdaq 5605(e)(3) exception; must cease membership by Dec 12, 2025 |
| Audit | Not a member | N/A |
| Compensation | Not a member | N/A |
| Risk Management | Not a member | N/A |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Board Annual Cash Retainer | $75,000 | Standard non‑employee director cash retainer |
| Nominating & Corporate Governance Committee Chair Fee | $10,000 | Chair premium |
| Nominating & Corporate Governance Committee Membership Fee | $5,000 | Member fee |
| Total Cash Fees (FY2024, Loren A. Unterseher) | $85,000 | As disclosed in FY2024 director compensation table |
Performance Compensation
| Item | Grant Value | Vesting | Units |
|---|---|---|---|
| Annual RSU grant | $100,000 | Vests immediately prior to first annual meeting following grant date (service‑based) | Number of units set by grant date value |
| Unvested RSUs outstanding (as of Dec 29, 2024) | N/A | See below | 12,285 units |
| RSUs vesting within 60 days of record date (Mar 24, 2025) | N/A | Within 60 days | 12,285 units |
No director performance metrics (e.g., revenue, EBITDA, TSR) apply to director equity; vesting is service‑based only .
Other Directorships & Interlocks
- Major shareholder interlock: President of CMI Oxbow Partners (23.23% beneficial owner) and Managing Partner of Oxbow Industries; combined beneficial ownership attributed to Unterseher is ~34.11% .
- Registration rights: CMI Oxbow and affiliates hold demand and Form S‑3 registration rights; piggyback rights for other holders from IPO agreement .
Expertise & Qualifications
- Deep M&A and corporate finance expertise with $3.0B+ transactions completed; investment banking and PE background across Craig‑Hallum, Lazard Middle Market, and RBC (Dain Rauscher) .
- Legal training and partner‑level experience; governance acumen from multiple board roles (public and private) .
- Financial oversight experience via ownership leadership; aligns with governance committee leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 16,389,650 |
| Ownership (% of outstanding) | 34.11% |
| RSUs vesting within 60 days (units) | 12,285 |
| Shares held by CMI Oxbow (shared power) | 11,160,832 |
| Shares held by Oxbow Industries | 3 |
| Sole voting/investment power | 5,176,498 shares |
| Shared voting/investment power | 11,213,152 shares |
| Shares outstanding (record date basis) | 48,034,573 |
- Stock ownership guidelines for non‑employee directors: 5x annual board retainer; company states directors either meet or have time to meet within 5 years .
Related‑Party Transactions and Conflicts
- Sale‑leaseback with Oxbow Realty (affiliate of principal stockholder): Company pays $394,000/month for 20 years (2% annual escalator); paid $6.2M in FY2024 and $4.9M in FY2023; future contractual payments $89.9M as of Dec 29, 2024 .
- Support agreement with Oxbow: Up to $12.5M funding commitment extended through March 18, 2026; no amounts drawn in FY2023–FY2024 .
- Consulting agreement with Oxbow: Monthly $35,833 plus performance fees tied to Company objectives (up to $600k cost-per-layer, up to $1.2M wafer output for FY2024–FY2025); Company paid $0.5M in FY2024 and $1.2M in FY2023 under agreement; requires Company to grant equity awards to Oxbow Employee .
- Registration rights for CMI Oxbow and affiliates from IPO .
- Independence determination explicitly excludes Unterseher; permitted temporary service as governance chair under Nasdaq 5605(e)(3) .
Risk Indicators & RED FLAGS
- Non‑independent director chairs Nominating & Corporate Governance Committee under temporary Nasdaq exception; must step down by Dec 12, 2025 (governance optics risk) .
- Significant related‑party arrangements with Oxbow affiliates (sale‑leaseback; consulting agreement with performance‑tied fees; support agreement); potential conflicts and ongoing cash outflows to affiliates .
- Section 16(a) delinquency: Form 5 filed Feb 14, 2025 for three transactions not timely reported by Unterseher/CMI Oxbow/Oxbow Industries (compliance red flag) .
- Concentrated ownership: 34.11% beneficial stake; influence over voting outcomes and board composition; combined with registration rights may amplify governance leverage .
Director Compensation Mix (FY2024)
| Component | Amount | Structure |
|---|---|---|
| Cash fees (Unterseher) | $85,000 | Board + committee cash retainers |
| Equity (RSUs) | $100,000 | Annual grant; service‑based vesting prior to next annual meeting |
- Year‑over‑year notes: Program shows standard cash/equity mix; no meeting fees; equity is RSUs (no options), indicating lower risk relative to options and standard alignment with director service .
- Clawback and hedging/pledging: Company has updated compensation recovery policy (recoupment on restatements or illegal/improper conduct causing harm) and prohibits hedging/pledging for directors and officers .
Say‑on‑Pay & Shareholder Feedback
- Company qualifies as an Emerging Growth Company; not required to hold Say‑on‑Pay or provide pay‑versus‑performance disclosures under Item 402(v) .
Governance Assessment
- Alignment: Very high ownership by Unterseher (34.11%) aligns incentives but concentrates control; RSU service‑based grants support alignment without performance metrics for directors .
- Independence and conflicts: Non‑independence plus chairing the governance committee under temporary exception, and extensive related‑party transactions with Oxbow affiliates, present notable governance risks; audit committee oversees related‑party reviews, but cash obligations to affiliates are material and ongoing .
- Engagement: Attendance threshold met (≥75%); board held six executive sessions of non‑employees; risk oversight enhanced via new committee, though Unterseher is not on risk committee .
- Compliance: Section 16(a) late filings merit monitoring; policies prohibit hedging/pledging and include robust clawback coverage .
Overall, Unterseher brings deep transaction expertise and significant shareholder alignment, but the combination of non‑independence, governance chair role under exception, and sizable related‑party flows with Oxbow affiliates are meaningful red flags for board effectiveness and perceived conflicts; investors should monitor cessation of his governance committee role by the Nasdaq deadline and any modifications to affiliate agreements .